recruiting agreement

Effective Date: February 1, 2019

A contract (a "Recruiting Contract") is formed between Relode and Agent when Agent submits information with respect to a Qualified Referral through the Relode Platform and Agent accepts the Terms of Use as directed by the Relode Platform. A Recruiting Contract commences upon the later of the date Agent accepts the Terms of Use or the date Relode determines the candidate submitted to be a Qualified Referral (such date, the "Referral Date"). A Recruiting Contract does not apply to a direct candidate apply.

A "Qualified Referral" is the referral of a candidate by an Agent that meets the following conditions:

Agent has spoken to the candidate about the specific Job Post and confirmed that the candidate is interested in speaking with a Relode representative about the position.

Agent has provided accurate contact information (both phone and e-mail) for the candidate to Relode.

Agent has provided a complete and current resume for the candidate to Relode.

Agent has provided a brief explanation as to why the candidate that is being referred is a good fit.

The candidate is not a Duplicate Referral (see below).

The Relode account executive for the applicable Job Post has determined that the candidate qualifies as a referral.

If a Qualified Referral submitted by Agent for a Job Post is hired by a client within 90 days from the Referral Date, Relode will pay Agent the agent reward listed in the applicable Job Post. In the event a Qualified Referral is still in process with a client upon the expiration of the 90 days, Agent will maintain ownership of that Qualified Referral until either hired or rejected.

If an Agent submits a possible Duplicate Referral, Relode will send an e-mail stating that there is a possible duplication. The Relode account executive will review the referral. A referral that is determined to be a Duplicate Referral will be rejected and Relode will notify the Agent.

Agent shall not disclose any client name or the salary applicable to any Job Post in any public manner, including but not limited to public forums such as job posting sites, social media sites, personal web sites, blogs, or advertisements available to the public. In addition, Agent shall not hold himself or herself out as an employee of either the client or Relode when sharing Relode Job Posts with candidates or otherwise.

For permanent placements, each Staffing Contract between Relode and a client includes an employment guarantee for a specified period (the "Guarantee Period"). Relode will pay any applicable reward due to Agent upon confirmation of continued employment as follows:

50% of the reward after 50% of the Guarantee Period has passed; and

50% of the reward at the conclusion of the Guarantee Period.

Relode will pay the applicable reward and any other fees due Agent by direct deposit. You agree that we have permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) your submitted account information in order to process your payment.

Relode is a third-party processor, and pursuant to Section 6050W of the Internal Revenue Code, Relode may report any payments sent to you to the Internal Revenue Service.

Except as provided above, Relode will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to payments made by Relode to Agent and Agent will be solely responsible for determining whether Agent is required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to payments made by Relode to Agent, and filing any such tax forms and remitting any such taxes or charges to the appropriate authorities. Relode will have the right, but not the obligation, to audit and monitor Agentʼs compliance with applicable tax laws as required by this section. Further, in the event of an audit of Relode, Agent agrees to promptly cooperate with Relode and provide copies of Agentʼs tax returns and other documents as may be reasonably requested for purposes of such audit.

Agent is an independent contractor of Relode. This Recruiting Contract Policy does not create an employment, partnership, or agency relationship between Relode and Agent. Agent does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Relode or client. Agent acknowledges that Relode does not, in any way, supervise, direct, or control Agentʼs work in any manner. Relode does not set Agentʼs work hours and location of work. Relode does not provide Agent with training or equipment needed for any Recruiting Contract or other activity using the Relode Platform. Relode will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Agent will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to any payment made by Relode to Agent.

Agent, as an independent contractor, is free at all times to provide services to persons or businesses other than Relode, including any competitor of Relode.

Agent agrees not to contact Relode clients directly for the purpose of providing recruiting services if Agent discovered such clients' names using the Relode Platform for a period of twelve (12) months after the Referral Date of the most recent Recruiting Contract between Agent and Relode.

Agent will (i) create and maintain records to document satisfaction of its obligations under this Recruiting Contract Policy and any Recruiting Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to Relode upon request. Relode, or Relodeʼs advisors or agents, will have the right, but not the obligation, to routinely, but no more frequently than annually, audit Agentʼs operations and records to confirm compliance. Nothing in this provision should be construed as providing Relode with the right or obligation to supervise or monitor any services performed by Agent.

You acknowledge all of the following:

Relode will not have any liability or obligations under or related to referrals or job posts (except as expressly set forth in the Terms of use).

Relode makes no representations as to the reliability, capability, or qualifications of any client, Agent, or Qualified Referral.

Relode does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of referrals, job posts, the truth or accuracy of User Contributions, the qualifications, background, or identities of users, or that a client or Agent can or will actually complete a transaction.

Relode is not required to and does not verify any information given to us by Agents or clients, nor does Relode perform background checks on` Agents or clients.

Relode may provide information about an Agent or client, such as a strength or risk score, geographical location or third-party feedback, background check or verification of identity or credentials. However, such information is based solely on data that Agent or client submits. Relode provides such information solely for the convenience of its users and it is not an introduction, endorsement or recommendation by Relode.